Her not so shy side
by AFK 4 ever
Summary: Twilight and Fluttershy spend some quality time together.
1. First love

_**Her not so shy side**_

_Fluttershy _and_ Twilight have a nice "talk", Rated M for sexual themes and _situations.

It's a VERY cold night in Ponyville, every pony is in their beds sleeping, covered up with there biggest blanket they have, all except for the organized Twilight, who was busy cleaning the library. Then there was a knock at the door.

"Who could that be?" she said to her self. She opened the door to a **VERY **excited Fluttershy.

"Oh, hi Twilight, Is Spike here?" Fluttershy asked.

"No, he's with Pinkie, doing what only Celestia knows, why?" Twilight asked

"Oh…no reason, just wondering…" Fluttershy answered.

"So, what brings you to this part of town at this hour?" Twilight asked.

"Oh…um…I wanted to talk…" Fluttershy answered.

"About what?" Twilight asked in a warm tone.

"About…girl stuff…" Fluttershy answered.

"Girl stuff?" Twilight was disappointed, "But Fluttershy, I'm not good at "girl stuff…" Twilight wined, but Fluttershy just laughed and said, "Oh Twilight, it's ok, here, I'll teach you." Fluttershy said in an inviting tone.

"I guess so." Twilight said. Fluttershy invited Twilight to sit, they both sat down and Fluttershy said "You know, for a pony who knows _every_thing, I'm surprised you don't know about girl talk and stuff." Twilight was both mad and embarrassed. Then she retorted "I know Fluttershy, but I just don't get out much."

"Never is more like it." Fluttershy said.

"Never? I would go that far Fluttershy." Twilight said.

"Really? When was the last you were, oh, I don't know, on a date?"

"One year ago." Twilight answered.

"Kissed?" Fluttershy asked.

"Two months ago" Twilight answered.

"Mounted?" Fluttershy asked.

"Fluttershy, that's a little private, don't you think?" Twilight said.

"No, now answer the question!" Fluttershy said angrily.

"Never," Twilight said ashamed.

"Never? Come now Twilight, I'm sure you have been mounted at least once, right?" Fluttershy said.

"Nope" Twilight said.

"Really, never? Hmm…why?" Fluttershy asked.

"Well, I'm a book pony, I don't get out much unless it's with you girls, other than that I don't get out much," Twilight explained.

"Yeah, but come on Twilight, I bet there's a good looking colt waiting for you," Fluttershy said.

"I'm not sure, I don't even thank I'm in to colts," Twilight said.

"Not into colts? Then that must mean…" but Fluttershy was cut off by Twilight. "Like I said, I haven't been on a date in a year, times change and ponies do to," Twilight said.

"But you said you've been kissed a while ago, by a colt I presume" Fluttershy said.

"Yeah but…" she paused, thanking of what to say next, but the words she was trying to keep back opened like a river, "THAT WAS FROM SPIKE!" Twilight covered her mouth trying to stop the already escaped words; she blushed a deep dark red. Fluttershy only stared at her, perhaps trying to peer in to her mind. Twilight, who wanted to change the topic, tried something _drastic_.… She poked Fluttershy!

"Don't poke me!" Fluttershy said, but Twilight poked her again. Fluttershy asked her to stop, but she continued to poke Fluttershy, and Fluttershy her poked back. They continued to poke each other for a good 30 seconds, until Twilight spoke up.

"Fluttershy?" twilight asked

"What is it Twi…ohh" fluttershy moaned as twilight licked her cheeks, twilight blushed a deep red, as did fluttershy. Nether did speak for quiet awhile, just staring at each other, both speechless, thanking of what to do next. Fluttershy finally broke the silence.

"I have to go!" fluttershy got up and ran to the door, but was stopped by twilight words

"Please don't go" twilight said in a voice of desperation, fluttershy turned around and hugged the purple unicorn; they both stared in to each others eyes, and kissed…

**Author's notes: OOO, I love line barkers, don't you? Any way, chapter 2 will be filled with FAR more sexual scenes. See yeah.**

"hi pony lovers, this is spike."

"and I'm pinky"

"so pinky, you pulled any good pranks yet?"

"yes spike I have, I placed cameras all around your house, so that WHAT ever you do, I will see it."

"um…why?"

"because…I'm not sure, but I have got a lot of hits on ponytub"

"well, can we see what's happening with Twilight?"

"sure spike" pinky switched threw the channels until she saw it, on the screen, that saw Twilight and Fluttershy making out. They both blushed and said at the same time

"I got to get in on that action" they both ran there serpent ways. Now, back to the real story. :D

Fluttershy and Twilight wore now making out. Fluttershy broke the kiss to get some air; they both wore breathing heavily, short of breath. They shortly returned to making out, their tongues now exploring their mouths, each one letting passage in to the other. There tongues soon began fighting for dominance, Twilight was surprised how much of a fight Fluttershy put up, but Twilight won. Twilight suddenly broke the kiss, both gasping for air. Twilight got on her hind legs and pushed fluttershy on her back.

"What was that, OHHH" fluttershy said as she moaned from Twilight licking her belly, a strand of saliva connected Twilights tongue to fluttershys stomach. Twilight then began to inch ever so lower down her belly, until she found it, a sweet smell it did have, and Twilight HAD to have a taste. She brought a hoof up to Fluttershy's slit and licked it before she began to run it up and down her opening, Fluttershy gave moans of pleasure to this, Twilight then started to lick Fluttershy's slit, she then went deeper in to Fluttershy, exploring her walls. Fluttershy could feel her walls start to contract.

Twilight I'm gonna cu…" she was silenced by Twilights lips, as they kissed, Twilight rubbed a hoof on Fluttershys slit as to not disappoint the yellow Pegasus, fluttershy closed her eyes and then let out a muffled scream of pleasure.

"MMMMMMM!"

Fluttershy's cum dripped to the floor in a slow pace, she was breathing heavily now. Twilight got up and stared in disapproval at the yellow Pegasus.

"*pant* *pant* ha…ha…what? *pant* *pant*"

"Don't I get a turn?" Twilight said in a childish tone, Fluttershy got up, and pushed Twilight on her back, answering her wants, she began to lick Twilight's clit deep, exploring her walls with every inch forward. Twilight gasped at this new feeling, it felt so good inside her, all wet and slimy. Fluttershy felt Twilight's wall contract around her tongue, Fluttershy opened her mouth and waited.

"AHAHAHAH!" Twilight screamed in pleasure as a sea of cum rocketed out of her in to Fluttershys mouth, Fluttershy began to gulp down the liquid, she gulped down every last drop and then kissed Twilight. She could taste her cum on Fluttershys lips; the feeling was both strange and exciting to her.

"Hay, Fluttershy?" Twilight asked.

"Yes?" Fluttershy answered.

"Do you want to try something a little _harder_?" Twilight asked. Fluttershy nodded.

"Good, now…get on your back" Twilight said, Fluttershy got on her back and looked up to see Twilight…

"al mafusa yaka muche BITO!" Twilight said activating a spell, her horn suddenly started to vibrate and get a little hotter, she then inserted it in to Fluttershy's woman-hood. She began slow, then went faster, and faster. In and out, in and out she went. The rock hard filling was driving Fluttershy crazy. She extended her fore-hooves and grabbed Twilight's head to push her farther in to her self. She felt it coming, but she didn't care. As Twilight finished, Twilight came as did Fluttershy, due to her sensitivity of her horn.

"I love you," Fluttershy said short of breath.

"I love you too," Twilight said.

"Ready for Round Two?"


	2. First love part 2

**I'm back, enjoy.**

"Round 2?" Twilight said with an unsure look on her face.

"YA silly, round 2." Fluttershy said.

"I don't know…"

"BUT, BUT…" Fluttershy squeaked.

"I don't thank I want to, I mean what else is there to do?" Twilight said explaining her self.

"I can thank of you thank of one thing" Fluttershy said pointing a hoof at a book on Twilights reading stand, it was closed and titled

_The Art of Magic: 5 Sexy Spells, by Morgan Freeman_

Twilight blushed and walked over to the book, flipping through the pages and talking to her self.

"Hm…what about, no, oh this one…no, hmm, lets see, filly fun? No. Big rack, no. Flank tank? Dammit its so hard to…Fun trick for two fillies? Lets see, nana nana ok. And only 60 mana points, good."

"So, did you find one?" Fluttershy asked playing with her tail.

"Yes I did, are you ready?" Twilight said.

"I'm ready, show me what you got," Fluttershy teased.

"Ok" Twilight takes a deep breath and utters the spell out loud.

"FUS RO DAAA!" Twilight said with a loud booming voice, she then smirked and walked over to fluttershy, then kissed her. She said to get on her back, Fluttershy did as she was told, Twilight then lifted Fluttershys left leg in the air, Twilight then get on top of her, the lines of their slits and then brought them together, both girls felt instance pleasure from this. Twilight was going faster now, picking up speed with each buck. Twilight then shouted the spell again.

"FUSS ROH DAAA" Fluttershy then felt a bulge grow inside of her, growing bigger and bigger, she let out a moan of pleasure and Twilight looked at her with a sexy smirk, Fluttershy gave a slight nod and smirked back. She then began to thrust in and out with her new cock. Fluttershy never had felt so much pleasure, ever the horn did not mach the pleasure she was filling. Her walls spasmed as Twilights cock drove in harder and further, Twilight was close, but she some how retained it for a few more thrusts until Fluttershy felt her pre-cum drip in side her.

"It's ok, you can cum inside," Fluttershy said, and with that a sea of cum poured out of Twilight, filling Fluttershy's innards. When Twilight pulled herself out a steady flow of cum also came with her. She smiled at fluttershy as the cock retreated back in to her clit as if it was never there.

"That was great" Fluttershy said

"Yeah, but…"

"But?"

"Can we try something?" Twilight asked

"Like what?" Fluttershy said

"Something I've always have dreamed about…"

"Yes, go on."

"Bondage" Twilight said folding her ears down over her eyes in shame and embarrassment. Fluttershy, on the other hand, went and got 4 pieces of rope, about 5 ft. in length. A vibrater and a dildo, 2 heavy dumbbells and a ball gag. (I don't know were from) and said,

"Sure." Twilights ears went up in surprise and her face had a glow about it, she seemed happy.

"R-R-REALLY?" Twilight said, making sure she didn't miss hear Fluttershys words.

"Yes," Fluttershy said.

"Ok then, we need…oh, I see you already got what we need, that's a good girl," Twilight said.

"Hmm…oh, yes, mistress," Fluttershy said submitting herself to Twilight.

"Come here, you've been a bad girl, you must be punished," Twilight said, Fluttershy did as she was commanded. Twilight then pressed her lips to Fluttershys, then pulled away. She pulled Fluttershy up in the air with her magic and took the road strips and tied her front arms to the ceiling and her bottom legs to the dumbbells, but left enough rope for it to not hurt fluttershy, but enough to not be loose either.

"Wait one moment," Twilight said, as she went out of the room and got a whip and brought the ball gag in her mouth, she then spit out the ball gag and said,

"Ball gag?" Fluttershy only nodded, Twilight put the ball gag on Fluttershy. She then went behind Fluttershy and got the wipe ready

"Shake your head no if it hurts too much, ok?" Twilight said, Fluttershy nodded and braced her self for the lashings soon to come. Twilight cracked the wipe and raised it up.

"I'll start soft," Twilight said as she brought down the whip on Fluttershys back, a red mark started to appear on Fluttershys back. Fluttershy winced in pain as the whip made contact.

"OK!" Twilight said worried, Fluttershy nodded yes, so Twilight continued lashing her and shouting at her,

"YOU'VE BEEN A VARY BAD GIRL! YOU MUST BE PUNSHED! YOU'RE A DIRTY GIRL, YOU LITTLE BITCH! ACCEPT YOUR WHIPPINGS YOU DIRTY GIRL!" Fluttershy started to cry at her words and the whippings, but she didn't want Twilight to stop, she felt pain combined with pleasure. It felt great to her. But it stated to hurt too much. Twilight saw the tears and stopped the lashings at once; she then started to kiss and rub the red marks on Fluttershys back. She then faced Fluttershy's front side and removed the ball gag, a strand of saliva connected Fluttershy's mouth to the ball gag as it was taken out of her mouth.

"ARE YOU OK?" Twilight was worried that she went too far with her whippings.

Y-y-yes, it just got a little too painful, I'm sorry I couldn't take more." Fluttershy said looking at the ground in disappointment. Twilight just smiled and put the ball gag back in Fluttershys mouth, Fluttershy looked surprised.

"So, for being such a good girl, you get a nice treat." Twilight said as she levitated the dildo and vibrater.

"You get to chose" Twilight said, Fluttershy then blinked twice

"So the vibrater?" Twilight said. Fluttershy shook her head no then blinked 3 times.

"So the dildo?" Twilight said. Fluttershy shaked her head no again, she then looked at both of them

"OHHH" Twilight said finally understanding, Fluttershy rolled her eyes. Twilight then levitated the vibrater and dildo over to Fluttershy's pussy and anus she then switched the vibrater on and inserted it in to Fluttershy's pussy and inserted the dildo into Fluttershy's anus. Fluttershy squirmed from the pleasure; she was moaning and letting out muffled screams of pleasure. Twilight then walked over to fluttershys slit and pulled out the vibrater, she then licked deep in to Fluttershys clit, attacking her walls with her tongues, and she then stuck the vibrater back in and continued to lick her clit. Twilight brought a hoof to the dildo in Fluttershys anus and started to push it in and out. Fluttershy was squirming like mad now, trying to escape the pleasure, it was making Fluttershy pass out. She was struggling not to, but she then felt the peak of her pleasure, as she came, she blacked out.

Fluttershy awoke on a sofa, with a light blue blanket over her.

"Enjoy your nap?"

"WHO SAID THAT?" Fluttershy said, scanning the room, her eyes locked on Twilight

"How long was I out?" Fluttershy asked

"About 2 hours" Twilight said

"What time is it?" Fluttershy asked

"12:25" Twilight said

"WHAT! I must get HOME! I need to feed angle and the other animals!" Fluttershy said in a panic.

"FLUTTERSHY! Its ok, I sent spike and pinkie to take care of them. There fine." Twilight said, calming her down.

"Oh, well thank you. But I REALLY should go home; I like my own bed better." Fluttershy said.

"well then, ok" Twilight said opening the door for Fluttershy, Fluttershy took a step out, then stopped

"See you tomorrow night, maybe at my place, for dinner?" Fluttershy asked

"Defiantly" Twilight said. As Fluttershy walked out, Twilight smacked her ass. Fluttershy squeaked at this, turned her head, smiled and walked home.

"Now that was FUN!" Twilight said to her self.

Dear Princess Celesta,

Today I learned that a friend can be more then that, in times of hardship and happens. Your friends are the most important ponies in the world. Never underestimate your friends, for they may surprise you in ways you don't expect. For a good friend will always be there for you no mater what. Every Portal you go through, your friends will follow.

Sincerely,

Twilight Sparkle.

**Anyone catch those references? If you didn't, I'll tell you.**

"_**The art of magic 5 sexy spells, by Morgan Freeman"**_**title is my creation. Morgan Freeman on the other hand it an awesome guy, and has a silky smooth voice, I fall asleep to it, it's that nice!**

"**FUSS ROH DAAA" is from Skyrim, when you go to the gray beards and do some stuff for them you get 2 words of power, ROA and DAAA. It makes for a quiet nice sound if I do say so.**

"**12:25" is the date charismas is on, December is the 12****th**** month of the year and it's on the 25****th**** day so you have 12, 25, year. Or 12:25 :D**

"**Every Portal you go through, your friends will follow." No it's not a quote, but look at the second word in the sentence, Portal. A game by Valve. Get it? Kind of lame, but I did it. Portal was and is a vary good game.**

**If you would like to contact me about the story, your thoughts on the story, or just if you thank I should go in to detail about. Yes, it DID happen. Either review the story or send me an email at**

**.com I have a weird email, I know. But I like it like that, it makes me fill 20% cooler. **


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